Exhibit 23.2 Consent of KPMG Peat Marwick LLP.





                                                                Exhibit 23.2











                        Consent of Independent Auditors





The Board of Directors
Webster Financial Corporation:

We consent to the use of our reports incorporated herein by reference and to the
reference to our Firm under the heading "Experts" in the prospectus.



KPMG PEAT MARWICK LLP



Hartford, Connecticut
July 26, 1995